(A)Employee has an employment agreement with the
Company, dated 12 March 2004 as amended by a letter dated 9 July 2004, for his
services as Managing Director and Chief Executive of Crown Media International,
Europe, Middle East and Africa, as well as the Chief Executive of Crown Entertainment
Limited (the Employment Contract).

(B)The Employment Contract provides for
termination of the Employment Contract and Employees employment with the
Company in the event of the sale of Company by its parent, Crown Media
Holdings, Inc.

(C)The Company has been sold by Crown Media
Holdings, Inc. effective 26 April 2005 (the Termination Date) and,
accordingly, the Employment Contract and Employees employment with the Company
has been terminated on the Termination Date.

(D)The Employee and the Company have agreed to
compromise any claims arising from the Employment Contract and Employees
employment with the Company on the terms hereinafter provided.

(E)The Company is entering into this agreement
for itself and as agent for all its Associated Companies and is duly authorised
on that behalf.

Jeff Henry, 43, was Chief Executive, the Hallmark Channel, United Kingdom and
Europe, Middle East and Africa of Crown Media International since November 2001.
Prior to that, he served as Managing Director of Crown Entertainment Limited
commencing in July 2000. From March 1998 until July 2000, he
served as the Chief Executive for Granada Sky Broadcasting, a joint venture
between Granada and BSkyB.